Reseller Agreement
This Reseller Agreement ("Agreement") is entered into by and between Medialister, a platform operated by Medialister, Inc., with its principal place of business at 3602, 1007 N Orange St. 4th Floor , Wilmington, DE, New Castle, US, 19801 ("Reseller"), and the Publisher, whose details are specified in the Order Management System (OMS) (together, the "Parties" and each a "Party").
Definitions
1.1. "Advertising Inventory" means sponsored content or advertising placements offered by the Publisher for resale.
1.2. "OMS" refers to Medialister's Order Management System through which offers are submitted, orders are fulfilled, and communications are managed.
1.3. "End Customer" means a client of Medialister who purchases advertising inventory.
1.4. "Extras" means any additional services or upgrades offered by the Publisher beyond the scope of the standard advertising placement, which may include expedited publishing, enhanced visibility, design support, or other custom services.
Scope of Agreement
2.1. The Publisher grants Medialister a non-exclusive, worldwide right to market, offer, and resell its Advertising Inventory through:
Medialister’s online platform,
affiliated or subsidiary platforms,
partner networks.
2.2. Medialister may offer Publisher’s inventory to any client globally, excluding sanctioned individuals, entities, or territories under U.S. law (e.g., OFAC lists, trade embargo countries).
No Volume Commitments
3.1. Medialister makes no guarantee or commitment regarding the volume, frequency, or value of advertising placements to be resold.
Pricing and Parity
4.1. The Publisher shall offer Medialister pricing that is no less favorable than the pricing offered to any third-party agency, platform, or direct client for similar placements.
4.2. In the event the Publisher offers a discount greater than 50% off its standard pricing to any third party for comparable services, Medialister shall be entitled to receive the same or better rate for such services.
4.3. Medialister will use third-party solutions such as Fatgrid and notify you in a friendly manner to achieve price parity across other channels.
4.4. Exceptions are permitted for:
limited-time promotions (for example, “Black Friday”) not exceeding 14 calendar days,
retention or loyalty discounts provided to returning clients,
non-public personalized quotes, so long as they are not systematically undercutting Medialister.
4.4. If such promotions are planned, the Publisher must notify Medialister at least 5 business days in advance and extend comparable pricing during the promo period.
Access to OMS and Listing Terms
5.1. The Publisher shall:
Maintain accurate, up-to-date offers in the OMS.
Respond to orders in a timely manner.
Process complaints and revisions promptly.
Manage invoicing and payout initiation through OMS.
Order Fulfillment Workflow
6.1. Upon listing an offer in OMS, the Publisher must specify the expected turnaround time for order fulfillment.
6.2. Once the Client places an order and submits content for publication, the Publisher shall review the submission and within a reasonable period either:
Accept the order and mark it as "in progress";
Submit a justified revision request back to the Client; or
Reject the order with a clear explanation if it violates editorial or economic criteria.
6.3. Upon acceptance, the Publisher must fulfill the order within the committed delivery period and provide a valid URL for review.
6.4. The Client may approve the publication or request reasonable modifications.
6.5. If the Client fails to respond within three (3) calendar days of delivery, the system will automatically mark the order as approved and complete.
Business Ethics and Conduct Standards
7.1. The Publisher agrees to maintain high standards of professional ethics and integrity in all communications and interactions conducted through Medialister’s Order Management System (OMS).
7.2. Prohibited behaviors include, but are not limited to:
attempt to solicit or exchange contact information with the Client or any End Customer to establish communication outside the Medialister platform;
use offensive, discriminatory, threatening, or profane language in messages or comments;
engage in any form of harassment or misconduct toward Clients, End Customers, or Medialister personnel;
knowingly submit, upload, or transmit content that is defamatory, abusive, obscene, or otherwise unlawful or unethical.
7.3. Repeated or serious breaches of this clause may result in temporary suspension or permanent removal from the platform, withholding of payment, and/or legal consequences, at Medialister’s sole discretion.
Quality of Delivery and Publisher Responsibilities
8.1. The Publisher shall:
Fulfill all orders within the specified delivery timeframes listed in OMS;
Provide accurate, functional URLs to the published content;
Not materially change or revoke the terms of any confirmed offer after order confirmation.
8.2. Medialister reserves the right to temporarily suspend or permanently remove a Publisher from the platform in cases of repeated or systemic failure to meet quality standards or delivery timelines.
Payment Terms
9.1. Medialister makes payment to the Publisher on our own behalf and at our own expense. We do not handle funds that a Third Party beneficially owns.
9.2. All payments shall be made in USD via Stripe Connect to a valid, verified bank account. 9.3. The first payout may take up to 5 business days following order completion.
9.4. Subsequent payouts will be processed on a rolling basis per Stripe’s disbursement terms, which may vary.
9.5. Medialister is not liable for delays resulting from Stripe, banks, or compliance checks.
9.6. Publishers or Third Parties have agreed to receive payouts for services based on independently issued invoices, which are issued automatically by the recipient of services following business practices and the terms of the public offer, delivered electronically and stored in the Publisher's account on Medialister; and the Publisher accepts this for declaration purposes. The invoice is issued electronically and is valid without a signature. Billing details issued on self-billing invoices are reported to local tax authorities, and because of that, it’s not possible to change them once the service has been made. Please ensure that you’ve added your details correctly before withdrawing funds.
Disputes and Complaints
10.1. Medialister reserves the right to initiate a dispute resolution process in cases where an End Customer submits a formal complaint regarding a completed or pending order.
10.2. In such cases, the Publisher agrees to:
cooperate in good faith to investigate and resolve the issue within five (5) business days of notification;
provide evidence or clarifications requested by Medialister, including communication records and proof of service delivery;
accept Medialister’s decision on whether a partial or full refund to the End Customer is warranted.
10.3. If a refund is issued, the corresponding amount may be deducted from the Publisher’s future payouts or charged back, at Medialister’s discretion, provided that reasonable evidence supports the End Customer’s claim.
Extras and Additional Services
11.1. The Publisher may offer additional paid services ("Extras") to End Customers via OMS, including but not limited to priority publishing, formatting assistance, content review, or other enhancements.
11.2. The Publisher may freely determine pricing for such Extras.
11.3. Medialister shall apply its standard commission to all Extras on the same basis and under the same conditions as it applies to base advertising offers.
11.4. All Extras must comply with the content, conduct, and fulfillment standards described in this Agreement.
Promotional First Order
12.1. In the interest of platform marketing and buyer experience optimization, Medialister reserves the right to assign a fully prepaid "friendly first order" to the Publisher in the amount of $25.
12.2. The Publisher may, at its sole discretion, decline such order if it conflicts with the Publisher’s editorial guidelines, commercial viability, or other reasonable grounds.
Platform and Data Accuracy Disclaimer
13.1. Medialister provides the platform and OMS "as is" and shall not be held liable for any inaccuracies, misrepresentations, or outdated information displayed within Publisher offers that rely on data from third-party sources, including but not limited to SimilarWeb, Ahrefs, Semrush, or other analytics providers.
13.2. While Medialister will use commercially reasonable efforts to maintain platform availability at or above 99.99% uptime, temporary interruptions may occur due to maintenance, force majeure, or service provider issues, for which Medialister disclaims all liability.
Intellectual Property
14.1. The Publisher grants Medialister a limited right to use its brand assets (logo, screenshots, trademarks) for promotional purposes unless otherwise requested in writing.
Terms and Termination
15.1. This Agreement is effective as of the date of Publisher registration in OMS and remains in force until terminated by either Party.
15.2. Either Party may terminate this Agreement with 30 days’ prior written notice.
15.3. In case of breach, the Agreement may be terminated immediately.
Governing Law and Jurisdiction
16.1. This Agreement shall be governed by and construed by the laws of the State of Delaware, USA.
16.2. Any dispute shall be subject to the exclusive jurisdiction of courts located in Delaware, unless otherwise agreed.
Entire Agreement
17.1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions or agreements, whether written or oral.
17.2. IN WITNESS WHEREOF, the Parties have entered into this Agreement by mutual acknowledgment through OMS or via electronic acceptance.
Medialister, Inc.
Attn: Legal Department
3602, 1007 N Orange St. 4th Floor , Wilmington, DE, New Castle, US, 19801
Telephone: 786.605.0579
Email: legal@medialister.com